BANCROFT 
LIBRARY 


THE  LIBRARY 

OF 

THE  UNIVERSITY 

OF  CALIFORNIA 


ARO^ICLKS 


OF 


.  INCORPORATION 


-AND- 


BY-LAWS 


-OF  THE- 


OISE  LAND  AND  WATER  COMPANY, 

(limited). 


BOISE,  IDAHO  : 

1  ll!i  Cf)MMONWEALTH  PUB.  CO.,  (lTD). 

1892. - 


7-*»-^Jr^ 


ARTICLES  OF  INCORPORATION 


BY-LAWS 


BOISE  LARD  AND  WATER  COMPANY,  Limited. 

Knozv  all  men  by  these  presents: 

That  we,  the  undersigned,  have  this 
day  voluntarily  associated  ourselves 
together  for  the  purpose  of  forming  a 
corporation,  under  the  laws  of  the 
State  of  Idaho. 

And  we  hereby  certify: 

First.  That  the  name  of  said  cor- 
poration is  the  Boise  Land  and  Water 
Company,  Limited. 

Second.  That  the  purposes  for 
which  it  is  formed  are  to  acquire,  own, 
improve  and  sell  real  estate,  ditches 
and  water  rights;  operate  ditches,  sell 
and  lease  ditches,  water  rights  and 
water,  for  irrigating  and  manufacturing    ^t/f 


purposes,  and  to  do  all  things  incident 
to  owning  and  operating  a  general 
system  of  irrigation. 

Third.  That  the  place  where  its 
principal  business  is  to  be  transacted 
shall  be  Boise  City,  Ada  County,  State 
of  Idaho. 

Fourth.  That  the  term  for  which  it 
is  to  exist  is  Miy  (50)  years  from  and 
after  the  date  of  its  incorporation. 

Fifth.  That  the  number  of  its 
Directors  shall  be  five  (5),  and  that 
the  names  and  residences  of  those 
who  are  appointed  for  the  first  year 
are  : 

JUDSON    SpOFFORD, 

Boise  City,  Idaho. 
W.  P.  Hard, 

Boi^e  City,  Idaho. 
Geo.  H.  Stewart, 

Boise  City,  Idaho. 
D.  W.  Ross, 

Boise  City,  Idaho. 
A.  J.  Wiley, 

Boise  City,  Idaho. 
Sixth.     That     the     amount     of    the 
capital   stock   of  this  corporation  shall 


3 

be  Fifty  Thousand  Dollars  ($50,000), 
divided  into  five  hundred  (500}  shares, 
of  the  par  value  of  One  Hundred  (lOO) 
Dollars  each. 

Seventh.  That  the  amount  of  said 
capital  stock,  which  has  been  actually 
subscribed,  is  Thirty  Thousand  Seven 
Hundred  (30,700)  Dollars,  and  the 
following  are  the  names  of  the  persons 
by  whom  the  same  has  been  sub- 
scribed, to-wit : 

D.  W.  Ross,  6"]  shares,    $  6,700. 

Judson  Spofford,  6"^  shares,  6,800. 
A.  J.  Wiley,  6Z  shares,        6,800. 

W.  P.  Hard,  103  shares,       10,300. 

Geo.  H.  Stewart,        i  share,  100. 

In  Witness  Whereof,  we  have 
hereunto  set  our  hands  and  seals  this 
loth  day  of  August,  One  Thousand 
Eight  Hundred  and  Ninety-two. 

D.  W.  Ross.  [SEAL.] 

Judson  Spofford.  [seal.] 

W.  P.  Hard.  [seal.] 

A.  J.  Wiley.  [seal.] 

George  H.  Stewart,  [seal.] 


4 

Witness  to  the  signature  of  D.  W. 
Ross — 

Walter  N.  Granger. 

Witness  to  all  other  signatures — 

John  W.  Daniels. 
State  of  Washington,  } 

County  of  Yakima.     \ 

On  this  15th  day  of  August,  in  the 
year  A.  D.,  1892,  before  me,  R.  B.  Mil- 
roy,  a  Notary  Public  in  and  for  said 
County  and  State,  residing  therein, 
duly  commissioned  and  sworn,  person- 
ally appeared  D.  W.  Ross,  known  to 
me  to  be  the  person  whose  rame  is 
subscribed  to  the  within  instrument, 
and  he  duly  acknowledg-ed  to  me  that 
he  executed  the  same. 

In  Witness  Whereof,  I  have  here- 
unto set  my  hand  and  affixed  my  of- 
ficial seal,  the  day  and  year  last  above 
written. 

R.  B.  Milroy, 

•  SEAl|  Notary  Public  for  Wash- 

■  --^^  '  ington,  residing  at  North 

Yakima,  Washington. 


5 

State  of  Idaho,  ( 
County  of  Ada,  \ 

On  this  3d  day  of  August,  in  the 
>  ear  A.  D.,  1892,  before  me,  John  W. 
Daniels,  a  Notary  Pubh'c  in  and  for  said 
County,  residing  therein,  duly  commis- 
sioned and  sworn,  perronally  appeared 
Judson  Spofford,  W.  P.  Hard,  Geo.  H. 
Stewart  and  A.  J.  Wiley,  known  to  me 
to  be  the  persons  whose  nam-^s  are  sub- 
scribed to  the  within  instrument,  and 
they  each  duly  acknowledged  to  mf 
that  they  executed  the  same. 

In  Witness  Whereof,  I  have  here- 
unto set  my  hand  and  affixed  my  offi- 
cial seal  the  day  and  year  last  above 
written. 

_  John  W.  Daniels, 

JSEAl|  Notary   Public. 


Digitized  by  tine  Internet  Arciiive 

in  2007  witii  funding  from 

IVIicrosoft  Corporation 


littp://www.arcliive.org/details/articlesofincorpOOboisricli 


BY-LAWS. 
Article  I. — Officers. 

The  officers  of  this  company  shall 
consist  of  a  President,  Vice-President, 
Treasurer  and  Secretary,  who  shall  be 
chosen  from  the  Directors,  and  serve 
for  one  year. 

Article  II. — Directors. 

Section  i.  A  Board  of  Directors 
shall  be  elected  at  the  annual  meeting 
of  the  Stockholders.  The  Directors- 
elect  shall  serve  for  one  year  and  until 
ther  successors  are  elected  and  quali- 
fied. 

Sec.  2.  No  Stockholder  shall  be 
eligible  for  election  as,  or  continue  to 
be,  a  member  of  the  Board  of  Directors, 
unless  he  is  a  bona  fide  holder  of  at 
least  one  share  of  the  capital  stock  of 
the  company  at  the  time  of  his  election. 


8 
Article  III. — Duties  of  Officer's. 

PRESIDENT. 

Section  i.  The  President  shall  pre- 
side at  all  meetings  of  the  Directors  or 
Stockholders.  He  shall  sign  as  Presi- 
dent all  certificates  of  stock  and  all 
contracts  and  other  instruments  in 
writing  which  shall  be  approved  or 
ordered  by  the  Board  o{  Directors. 
He  shall  call  the  Directors  together 
whenever  he  deems  it  necessary,  and 
he  shall  have,  subject  to  the  advice 
and  control  of  the  Directors,  the  gen- 
eral superintendence  of  the  affairs  of 
the  company.  In  the  absence  of  the 
President  the  Vice-Piesident  shall  per- 
form his  duties. 

TREASURER. 

Sec.  2.  It  shall  be  the  duty  of  the 
Treasurer  to  keep  safely  all  moneys 
belonging  to  the  company  and  dis- 
burse the  same  under  the  direction  of 
the  Board  of  Directors  on  warrants 
signed  by  the  President  and  Secre- 
tary. At  each  annual  meeting  of  the 
Stockholders    he    shall    submit    a    full 


and  complete  statement  of  the  ac- 
counts of  the  company  for  the  past 
year,  with  the  proper  vouchers  for 
their  information.  He  shall  discharge 
such  other  duties  pertaining  to  his 
office  as  shall  be  prescribed  by  the 
Board  of  Directors. 

SECRETARY. 

Sec.  3.  It  shall  be  the  Secretary's 
duty  to  keep  a  record  of  the  meetings 
of  the  Board  of  Directors  and  of  the 
Stockholders.  He  shall  keep  the  book 
of  blank  certificates  of  stock,  fill  up  the 
certificates  issued  and  make  the  corre- 
sponding entries  on  the  stub  of  each 
certificate.  He  shall  keep  a  proper 
transfer  book  and  a  stock  ledger  in 
debit  and  credit  form,  showing  the 
number  of  shares  issued  to  and  trans- 
ferred by  any  Stockholder,  and  the 
dates  of  such  issuance  and  transfer. 
He  shall  countersign  all  stock  certifi- 
cates and  checks  issued,  and  discharge 
such  other  duties  as  pertain  to  his 
office  and  are  prescribed  by  the  Board 
of  Directors. 


!0 

Sec.  4.  No  contract  by  any  officer 
of  the  company  shall  be  valid  without 
the  previous  authorization  or  subse- 
quent ratification  of  the  Board  of 
Directors. 

Article  IV. — Powers  of  Directors 

Section  i.  The  Board  of  Directors 
shall  have  power,  (i).  To  call  meet- 
ings of  the  Stockholders  when  they 
deem  it  necessary,  giving  not  less 
than  ten  days'  notice  thereof,  and  they 
shall  call  meetings  of  Stockholders 
at  any  time  upon  a  written  request  for 
that  purpose,  of  persons  representing 
one-fourth  of  all  the  capital  stock. 
(2).  To  declare  dividends  out  of  the 
surplus  profits  whenever  they  shall 
deem  it  expedient.  (3).  To  incur 
such  indebtedness  as  they  may  deem 
necessary:  and  to  authorize  the  execu- 
tion by  the  President  and  Secretary  of 
any  note  for  such  indebtedness  and 
mortgage  to  secure  the  same.  (4).  To 
elect  an  And  ting  Co:ti  n-ttc-o  of  three 
me.n'jer-.  ;\' >,-)  ^hill  be  cli^scn  frDm 
the  r    own    members    or    other    stock- 


1 1 

holders.  The  Auditing  Committee 
shall  audit  all  accounts  of  the  officers 
of  the  company.  They  shall  meet  at 
the  call  of  their  chairman,  to  be  elected 
by  their  own  body,  and  keep  minutes 
of  all  business  transacted  by  them  on 
the  record  book  of  the  company.  (5). 
To  appoint  all  officers  (not  otherwise 
provided  for)  that  may  be  necessary 
and  remove  them  at  pleasure.  (6). 
To  regulate  from  time  to  time  the 
rate  to  be  charged  tor  water  for  all 
purposes. 

Sec.  2.  Certificates  of  stock 
shall  be  of  such  form  and  device 
as  the  Board  of  Directors  shall 
direct,  and  such  certificates  shall  be 
signed  by  the  President  and  Secretary, 
and  express  on  its  face  their  number, 
date  of  issuance,  number  of  shares  for 
which,  and  the  persons  to  whom  issued. 
Several  certificates  may  be  issued  to 
the  same  person  or  persons:  Provided, 
That  in  the  aggregate  they  do  not 
exceed  the  number  of  shares  belong-' 
ing  to  such  person  or  persons.  The 
certificate  book  shall  contain  a   marg^in 


12 

on  which  shall  be  entered  the  number, 
date,  number  of  shares  and  the  name 
or  names  of  the  person  or  persons 
expressed  in  the  corresponding  cer- 
tificates. 

Sec.  3.  Shares  of  the  company- 
may  be  transferred  at  any  time  by  the 
holders  there  >f,  or  by  attorney  legally 
constituted,  or  by  legal  representative, 
but  no  :ransfer  shall  be  valid  except 
between  the  parties  thereto,  until  en- 
tered in  the  proper  form  on  the  books 
of  the  company.  The  surrendered  cer- 
tificates shall  be  cancelled  before  a 
new  certificate  shall  be  issued  in  lieu 
thereof  The  receiver  of  the  new 
certificate  shall  be  required  to  signify 
his  assent  to  the  By-Laws  of  the  com- 
pany; and  no  transfer  of  any  share  of 
stock  shall  be  valid  upon  which  any 
assessments  are  due  and  unpaid  or  to 
the  holder  of  which  is  indebted  to  the 
company  on  any  account  whatever, 
without  the  consent  of  the  Board  of 
Directors. 

Sec.     4.     The     books     and     papers 
in    the    office    of     the     Secretary    and 


13 

Treasurer  shall  at  all  times  during 
business  hours  be  open  to  the  inspec- 
tion of  the  Board  of  Directors  and  of 
any  Stockholder. 

Article  V. — Compensation  of  Of- 
ficers. 

Section  i.  The  members  of  the 
Board  of  Directors  shall  receive  no 
compensation  for  their  services  as 
such,  nor  shall  the  company  be  held 
liable  for  any  services  rendered  by 
them  except  it  is  so  expressly  pro- 
vided, but  members  of  the  Board  may 
be  allowed  their  reasonable  traveling" 
expenses  when  actually  engaged  in 
the  business  of  the  company,  to  be 
audited  and  allowed  as  in  other  cases 
of  demand  against  the  company.  The 
President  and  Secretary  may  be  paid 
such  sums  as  are  actually  expended 
for  traveling  on  the  company's  busi- 
ness when  ordered  by  the  Board  of 
Directors. 

Article  VI. — Meetings. 
Section     i.      The     regular     annual 
meetine:  of  the    Stockholders   shall   be 


14 

held  on  the  first  Monday  of  January 
of  each  year  at  such  place  in  Boise 
City  as  the  Board  of  Directors  shall 
designate.  A  representation  of  a  ma- 
jority of  the  subscribed  capital  stock 
entered  on  the  stock  journal  of  the. 
company,  to  the  members  of  the  com- 
pany, shall  be  necessary  for  the  trans- 
action of  the  business  of  all  meetings 
of  Stockh'^lders.  At  such  meetings 
a  representation  by  proxy  shall  be 
allowed,  such  proxy  to  be  in  writing, 
duly  signed  and  filed  with  the  Secre- 
tary of  the  company. 

Sec.  2.  All  meetings  of  Stockhold- 
ers shall  be  called  by  a  notice  pub- 
lished at  least  three  times  a  week  for 
two  weeks  in  a  daily  newspaper  in  the 
city  of  Boise  and  county  of  Ada,  or  by 
written  notice,  due  acceptance  of 
which  must  be  filed  with  the  secretary. 

Sec.  3.  The  Board  of  Directors 
shall  meet  as  often  as  is  necessary  for 
the  transaction  of  the  company's  busi- 
ness, at  such  time  and  place  as  may  be 
designated  by  the  President.  When- 
ever  requested   to  do   so   by   three    of 


15 

the  Board  of  Directors,  the  President 
shrill  call  a  meeting  of  the  Board  of 
Directors. 

Article  VII. — Amendments 

Section  i.  These  By-Laws  may 
be  amended  at  any  annual  meeting 
of  the  company  or  at  any  special 
meeting  called  for  that  purpose  or  by 
the  Board  of  Directors  by  an  affirma- 
tive vote  of  three  Directors  on  the 
proposed  amendment. 

Sec.  2.  These  By-Laws  shall  al- 
ways remain  in  possession  of  the  Sec- 
retary of  the  company. 


We,  the  undersigned  Directors  of  the 
Boise  Land  and  Water  Company,  here- 
by certify  that  the  foregoing  By-Laws, 
consisting  of  seven  articles,  have  been 
adopted  as  the  By-Laws  of  said  corpo- 
ration. 

Witness  our  hands  this  3d  day  of 
September,  1892. 

JUDSON  SPOFFORD, 

W.  P.  HARD, 

GEO.  H.  STEWART, 

DR.  W.  ROSS, 

A.  J.  WILEY. 


17 


PROSPECTUS 

OFTHE 

DIXIE  CANAL, 

OWNED  BY  THE 

BOISE  LAND  AND  WATER  COMPANY,  Limitsil. 

The  main  canal  is  fifteen  miles  long, 
with  about  thirty  miles  of  laterals. 

The  canal  is  taken  out  of  the  Boise 
river  at  a  point  about  one  and  a  half 
miles  below  the  city  of  Caldwell,  Idaho. 
In  a  short  distance  from  the  headgate 
the  canal  connects  with,  and  runs  for 
five  miles  in  the  channel  of  Dixie 
creek,  at  which  point  it  is  again  taken 
into  a  constructed  canal  and  three 
miles  further  on  reaches  the  land  to  be 
irrigated. 

There  is  no  heavy    rock  work    to  be 


i8 

done,  and  no  difficult  side  hill  work  to 
maintain. 

There  are  12,000  acres  of  land  that 
can  be  irrigated  by  this  canal,  and  only 
by  this  canal. 

The  land  is  of  excellent  quality  for 
general  farming  and  fruit  growing  pur- 
poses. 

There  is  an  excellent  mill  site  about 
the  center  of  the  tract,  with  water 
power.  The  water  after  being  used  for 
the  mill  can  be  again  used  for  irrigation 
purposes. 

Much  of  the  land  will  doubtless  fall 
into  the  hands  of  the  company  by  pur- 
chase and  in  payment  for  water  rights. 
This  land,  with  a  water  right,  is  w^orth, 
at  a  low  estimate,  twenty-five  dollars 
per  acre,  but  it  is  being  secured  by  the 
company  at  a  much  less  price. 

The  centre  of  the  tract  of  land  to  be 
irrigated  by  this  canal  is  only  two  miles 
from  Parma  station,  on  the  Union 
Pacific  R.  R.,  while  a  survey  of  thr 
North  and  South  railroad  runs  directl} 
through  the  tract.  Thus  it  will  he  seei, 
at  a  glance  that  the  shipping   facilitic:^ 


19 

are  first  class,  while  the  land  is  as  pro- 
ductive as  any  in  the  United  States, 
and  has  a  climate  that,  for  healthfulness 
and  productiveness,  cannot  be  surpassed 
anywhere.  Such  fruits  as  apples, 
peaches,  pears,  prunes,  plums,  apricots, 
and  all  the  small  fruits  grow  in  great 
abun.dance,  and  of  the  finest  flavor.  All 
kinds  of  grain  grow  to  perfection. 
Wheat  averaging  from  thirty  to  forl}^ 
bushels  to  the  acre.  Oats  from  fifty  to 
seventy-five  bushels  to  the  acre.  Bar- 
ley from  sixty  to  one  hundred  bushel:', 
to  the  acre.  From  an  apple  orchard  of 
four  acres  in  th;s  valley  there  was  sold 
last  fall  two  thousand  nine  hundred 
dollars  worth  of  apples,  a  net  income 
of  five  hundred  dollars  per  acre. 

The  construction  of  the  canal  and 
putting  the  water  on  the  land  will  cost 
the  company  not  to  exceed  three  dol- 
lars and  fifty  cents  per  acre.  The  per- 
petual water  rights  will  sell  for  not  less 
than  ten  dollars  per  acre  and  a  small 
annual  payment  per  acre  for  the  main- 
tainance  of  the  canal. 

Ab(nU  six  miles  of  the  canal  and  the 


20 

headgates  is  now  completed,  and  the 
entire  canal  will  be  completed  and  in 
running  order  by  the  first  of  November 
1892. 

No  lands  are  so  valuable  for  general 
farming  purposes  as  irrigated  lands. 
On  them  there  is  no  such  thing  known 
as  a  failure  of  crops.  Thi  soil  is  nat- 
urally produciive  and  the  farmer  does 
not  have  to  deal  with  the  uncertainty 
of  drouth  and  flood.  He  has  the  matter 
entirely  in  his  own  hands.  Through 
the  growing  season  he  is  sure  of  bright 
sunny  weather  and  when  he  thinks  his 
crops  need  a  show  he  presses  the  but- 
ton and  the  canals  do  the  rest. 

Appended  hereto  is  an  opinion  of 
Mr.  A.  D.  Foote,  on  the  canal.  It  is 
hardly  necessary  to  say  that  Mr.  Foote 
is  an  irrigation  engineer  who  stands  at 
the  head  of  the  profession  in  America, 
and  we  consider  him  capable  of  judging 
of  the  merits  of  irrigating  enterprises. 
Respectfully  Submitted, 

JUDSON  SPOFFORD, 
GEO.  H.  STEWART,         ^  President. 
Secretary. 


21 

Boise,  Idaho,  Aug.  22,  1892. 
JUDSON  Spofford,  Esq., 

Boise  City,  Idaho. 

Dear  Sir: — Your  favor  of  the  19th 
inst.  requesting  my  opinion  in  regard 
to  the  feasibility  of  the  Dixie  canal 
enterprise  is  at  hand. 

I  have  had  occasion  to  pass  over 
and  examine  the  scheme  many  times 
with  interest,  as  at  one  time  I  in- 
tended taking  hold  of  it  myself.  There 
can  be  no  question  as  to  the  feasibility 
of  the  enterprise. 

The  water  supply  is  ample  and  will 
increase  rather  than  diminish,  as  the 
line  of  the  canal  is  so  located  as  to 
collect,  if  desirable,  a  vast  amount  of 
drainage  from  lands  to  be  irrigated  by 
canals  already  built  above.  When 
once  properly  constructed  the  expense 
of  maintenance  of  the  canal  will  be 
very  small,  as  there  are  only  some 
three  miles  of  the  line  in  side  hill,  the 
remainder  being  in  level  ground  where 
maintenance  costs  are  nominal. 

The  cost  of  construction,  including 
water  rights  and  rights  of  way  and  the 


22 

work  already  done,  is  far  below  the 
average  for  similar  enterprises  in  this 
country.  Your  engineer,  Mr.  Wiley, 
has  had  a  large  experience  in  the  con- 
struction of  canals  in  this  vicinity  and 
you  may  rest  assured  that  his  esti- 
mates  of   cost  are  very  correct. 

In  the  mater  of  land  covered  by  the 
canal  there  are  many  favorable  condi- 
tions. Very  little  below  Dixie  slough 
need  be  considered  as  waste  land.  It 
lies  in  a  compact  body  and  has  suffi- 
cient slope  to  insure  good  drainage. 
This  question  of  drainage  is  often  over- 
looked, but  for  irrigated  land,  drainage 
is  of  equal  importance  with  the  water 
supply.  The  quality  of  the  soil  is  most 
excellent.  In  fact  I  think  there  can 
be  found  no  better  soil  for  general  ag- 
riculture and  fruit  than  that  gently 
sloping  plain  noted  on  your  map  as  be- 
ing from  fifteen  to  thirty  feet  above 
the  river. 

As  to  locality  your  map  shows  that 
it  is  a  very  short  distance  to  the  Ore- 
gon Short  Line  Railroad.  A  bridge  is 
necessary  of  course,    but  already  a  pc- 


23 

tition  is  in  the  hands  of  the  county 
commissioners  for  that.  The  town  of 
Caldwell,  about  twelve  miles  eastward, 
is  at  present  the  supply  town  for  that 
vicinity  and  its  merchants  carry  not- 
ably large  stocks  of  goods. 

Wheat,  Hay,  Hops  and  fruit  will 
probably  be  the  principle  productions 
of  this  land.  I  put  wheat  first  in  the 
list  because  the  Portland  wheat  market 
is  so  easily  reached.  On  irrigated  land 
in  this  vicinity  fifty  bushels  of  wheat 
per  acre  is  a  common  experience  and 
the  price  of  wheat  in  Portland  is  about 
ten  cents  a  bushel  below  the  Chicago 
market.  The  vast  summer  pasture  of 
the  Owyhee  range  will  always  insure  a 
fair  price  for  hay  for  winter  feeding  in 
this  vicinity. 

Of  fruit  it  is  hardly  necessary  to 
speak.  Prunes  grown  in  this  vicinity 
and  dried  in  the  open  air  equal  any  pro- 
duced in  Europe.  All  fruits  adapted 
to  a  temperate  climate  are  produced 
without  any  special  care. 

With  ample  water  supply, good  drain- 
age, substantial  though  not  costly  irriga- 


24 

tion  works,  productive  lands  so  situated 
as  to  have  a  ready  market  for  theii" 
products,  and  a  temperate  climate,  it 
appears  to  me  that  you  have  good  rea- 
sons for  anticipating  a  good  profit  on 
your  investment. 

Very  Truly  Yours,  etc., 
ARTHUR  D.  FOOTE, 

M.  Am.  Soc.  C.  E. 
M.  Am.  Soc.  Irrigation  Engineers. 


